John Ellis Bush
About John Ellis Bush
Independent Class III director of InnovAge Holding Corp.; age 72 as of October 14, 2025; director since March 2021. Former Governor of Florida (1999–2007); BA, University of Texas at Austin. The Board has affirmatively determined Mr. Bush is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Florida | Governor | 1999–2007 | Led state government; relevant experience in healthcare regulation and reimbursement |
| University of Texas at Austin | Student | BA earned | Education credential (BA) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IHS Holding Limited (NYSE: IHS) | Director | Current | One of the largest independent owners/operators of shared telecom infrastructure |
| Finback Investment Partners LLC | Chairman | Current | Merchant bank headquartered in Coral Gables |
| Dock Square Capital LLC | Chairman | Current | Merchant bank headquartered in Coral Gables |
Board Governance
- Committee assignments: None; Mr. Bush does not currently serve on Audit, Compensation & Nominating, or Quality & Compliance committees .
- Independence status: Independent director under Nasdaq standards .
- Attendance and engagement: In fiscal 2025, the Board held 4 meetings; each director attended at least 75% of Board and committee meetings during their tenure except the Chair (James G. Carlson) who attended 71%—implying Mr. Bush met or exceeded the 75% threshold .
- Years of service on this board: Director since 2021 (Class III), with current term expiring at the annual meeting to be held in 2026 .
- Board leadership: Independent Chair (James G. Carlson); roles of Chair and CEO are separated; Chair ensures ample executive sessions .
- Controlled company: InnovAge is a “controlled company” under Nasdaq; relies on certain exemptions from governance requirements .
- Principal shareholders’ nomination rights and committee seat rights: Apax/WCAS have structured rights to designate director nominees and at least one seat on each Board committee while they maintain minimum ownership thresholds—potential governance influence to monitor .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $100,000 | Paid quarterly; standard for non-employee directors |
| Committee chair fees | $0 | $20,000 if chair; Mr. Bush is not a chair |
| Chair of the Board premium | $0 | $100,000 applies to Chair; Mr. Bush is not Chair |
| Equity grant (RSUs) | $100,000 | Annual RSUs for non-employee directors |
| Total director compensation (FY2025) | $200,000 | Fees + Stock awards for Mr. Bush |
Performance Compensation
InnovAge does not disclose performance-conditioned director pay; annual director equity grants are time-based RSUs.
| Grant Type | Grant Date | Number of RSUs | Vesting Schedule | Grant Fair Value |
|---|---|---|---|---|
| Annual RSU (FY2025) | September 5, 2024 | 19,841 | Vested July 1, 2025 (time-based) | $100,000 |
Other Directorships & Interlocks
| Company | Industry Relationship to INNV | Potential Interlock/Conflict |
|---|---|---|
| IHS Holding Limited (NYSE: IHS) | Telecom towers; not a disclosed customer/supplier to INNV | No interlocks with INNV committees disclosed; monitor for any transactions if they arise |
| Finback Investment Partners / Dock Square Capital | Merchant banking; no disclosed transactions with INNV | No related-party transactions disclosed involving Mr. Bush in FY2024–FY2025 |
Expertise & Qualifications
- State policy and regulatory experience, including healthcare reimbursement and regulatory oversight; cited by the Board as qualifying credentials .
- Private sector leadership and capital markets exposure through chair roles at merchant banks (Finback and Dock Square) .
- Independent perspective valued by Board composition and governance framework .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| John Ellis Bush | 19,841 | <1% | Beneficial ownership as of October 14, 2025; 135,681,431 shares outstanding |
| Hedging/Pledging | Prohibited | — | Company policy prohibits hedging and pledging by directors |
| Vested vs Unvested (as of 6/30/2025) | 19,841 unvested RSUs | — | Unvested RSUs vested July 1, 2025 |
Governance Assessment
- Strengths: Independent status; met attendance threshold; alignment via annual time-based RSUs; no related-party transactions identified involving Mr. Bush in the proxy’s related-party section .
- Watch items / red flags:
- Controlled company relying on certain Nasdaq exemptions (reduced governance protections versus fully independent boards) .
- Principal shareholders’ nomination and committee seat rights can influence board composition and committee oversight; monitor independence and committee processes given these rights .
- Committee effectiveness: Mr. Bush has no current committee assignments; effectiveness signal will derive from full Board oversight and executive session practices led by the independent Chair .
- Shareholder alignment: Director pay structure is balanced between cash retainer and time-based RSUs; hedging/pledging prohibitions support alignment .
Additional disclosures
- Section 16 compliance: The proxy notes all required filings were made in FY2025, with exceptions for James G. Carlson (one late Form 4) and Nicole D’Amato (one late Form 4); no exceptions noted for Mr. Bush .
- Board and committee meetings in FY2025: Board (4), Audit (6), Compensation & Nominating (3), Quality & Compliance (3); attendance ≥75% for all directors except the Chair (71%) .